Nubeva Technologies Ltd.

MANAGEMENT DISCUSSION AND ANALYSIS

This Management Discussion and Analysis (this “MD&A“) is dated August 26, 2021 and is intended to assist the reader in understanding the results of operations and financial condition of Nubeva Technologies Ltd., (“Nubeva” or the “Company“). This MD&A should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2021 and accompanying notes that can be obtained from www.sedar.com.

The consolidated financial statements of Nubeva have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretation Committee (“IFRIC”).

Nubeva’s reporting currency is United States Dollars and its functional currency is Canadian Dollars. The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. All dollar amounts in this MD&A are reported in United States Dollars unless otherwise noted. The Company has the following wholly owned operating subsidiaries:

Subsidiary

Operating location

Functional currency

Nubeva, Inc.

San Jose, California

United States Dollars

Nubeva PTY Ltd.

Sydney, NSW Australia

Australian Dollars

CAUTION ON FORWARD-LOOKING INFORMATION

This MD&A contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-lookingstatements“) within the meaning of applicable Canadian securities legislation. When we discuss our strategy, plans, outlook, future financial and operating performance, financing plans, growth in cash flow and other events and developments that have not yet happened, we are making forward-looking statements. All statements in this MD&A that address events or developments that we expect to occur in the future are forward-looking statements, including the following:

  • the development and capabilities of Nubeva (as defined herein) to provide the security platform and services;
  • our plan to expand operations by adding additional customers;
  • our expectations in relation to working capital;
  • our expectations in relation to our future financial needs;

Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control, including the following:

  • our dependence on suppliers and customers;

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  • our untested business model;
  • our ability to attract customers;
  • the competitive nature of the cloud-based security market;
  • our ability to manage our growth;
  • exchange rate risks;
  • regulatory risks;
  • our future operations;
  • our dependence on key personnel;
  • dilution to present and prospective shareholders;
  • the lack of a market for our securities; and
  • our share price.

As we are entering into an emerging business segment, future operations are uncertain and there is a risk that there will be a limited market for our services.

The Company assumes no responsibility to revise forward looking statements to reflect new information, subsequent events or changes in circumstances, except as required by applicable securities laws.

1. History of the Business

The Company’s registered and records office is located at 789 West Pender Street, Suite 1080, Vancouver, BC Canada V6C 1H2.

Nubeva Technologies Ltd. (formerly Sherpa Holdings Corp.) was incorporated on February 3, 2017 under the Business Corporation Act of British Columbia as a capital pool company (“CPC”). The Capital Pool System was set up by the TSX to provide private companies with an alternative method to go public.

Nubeva, Inc. was incorporated under the laws of the State of Delaware on March 30, 2016. Nubeva Inc.’s wholly owned subsidiary, Nubeva Pty Ltd. was incorporated under the laws of New South Wales, Australia on April 20, 2016. Nubeva is based in San Jose, California and its principal activity is the development and commercialization of software to enable organizations to extend and run their visibility and security controls inside public and private clouds.

On April 24, 2018 Nubeva incorporated CBR Project Pte Ltd. (“CBR Project”), a wholly owned subsidiary of Nubeva Technologies Ltd. located in Singapore, to create a new, international cybersecurity ecosystem marketplace of security providers, researchers, support resources and ultimately customers (the “CBR Network“) built on a foundation of the Company’s security solutions. Due to a weakening on the ICO market and due to a complex and uncertain regulatory environment, effective November 26, 2018 CBR Project discontinued operations.

2. Core Business

Nubeva develops and licenses software that broadens network traffic security and visibility. The patent pending Session Key Intercept (“SKI”) technology enables cybersecurity and application assurance solutions with a modern, high-speed, easy to integrate decryption capability to enhance existing monitoring and inspection products.

Nubeva’s Market, Product, and Go-to-Market Strategy can be summarized as follows:

Deep and Thorough Inspection of Network Traffic is Mission Critical

Enterprises and service providers must inspect and monitor their network traffic between applications, data centers, clouds, the internet, and end-users and their devices. The drivers are cybersecurity and application performance monitoring and assurance. They need to look at the flows of connections and the actual data transmitted to detect and defend from cyber threats as well as to diagnose and resolve application issues to keep their businesses and services up and running.

Nearly All Network Traffic is Encrypted With TLS

At the same time, security and regulatory requirements have led the world to a point where nearly all traffic is encrypted end-to-end, using the industry standard protocol known as TLS. (Transport Layer Security, the successor to SSL, is a cryptographic protocol designed to provide communications security over a computer network.) While TLS provides essential security and privacy, it also hides the actual data and details of these communications from view. This includes malicious software such as ransomware and viruses as well as application performance details such as database and API (Application Programming Interface) calls and their responses. In fact, it has been well reported that over 46% of malware now hides inside standard encrypted traffic flows. Up over 100% in just 12 months. The implication is that IT and Security teams must decrypt traffic in order to inspect it or take on significant risks, cyber and operational. More recently the industry standard bodies released TLS version 1.3, a new version that provides much needed security enhancements but at the same time, makes it much more difficult to lawfully decrypt for inspection of that traffic. TLS 1.3 adoption is beginning to take off and is expected to be universally employed by 2025.

Traditional Decryption Solutions are Falling Short

Traditionally, solution providers of security and application inspection services relied on three decryption methods. However, one, Passive Intercept, the simplest and least disruptive, is obsolete with TLS 1.3. The other two, Man-in-the-Middle and Reverse-Proxy based decryption, have a growing list of traffic that cannot be decrypted and have rising performance and operational challenges due to modern computer, network and security architectures. The result?

  • For the enterprises: Reduced product visibility equals increased risk and the need for compensating controls and systems. Existing investments and their supporting policies, procedures and staff are facing end of life.
  • For the solution providers and manufacturers: These limitations lead to reduced product capability and solution value which directly impacts sales, increases friction, reduces deal size and ultimately reduces market opportunity.

Nubeva Has a Breakthrough Technology Solution

In June 2019, Nubeva launched the Session Key Intercept (“SKI”) technology as a modern decryption solution to address this problem. At its core, SKI is patent pending software that has perfected the ability to get individual TLS session encryption keys out of computer systems in real-time and allow authorized systems to use those keys to decrypt TLS to enable full network traffic inspection. Nubeva SKI, unlike all previous decryption methods, does so without manipulating the traffic, modifying protocols or the connection itself, or using the ultra-secret, master server security keys and certificates. SKI is more reliable, less disruptive, requires lower resources, is better performing, and more secure than legacy methods. Unlike legacy options, SKI works universally on all TLS traffic for all use cases and in nearly any computing environment including private datacenter, public clouds such as AWS, Google and Azure, and on the internet.

Nubeva SKI Has a Large and Important Total Addressable Market

There are two initial target markets identified for SKI technology:

Enterprises:End-user businesses and organizations that operate applications that require deep network monitoring, inspection and protection. These include banks, hospitals, government, utilities, telco’s, software as a service providers, and virtually all Fortune 5000 class entities. These companies often employ dedicated decryption solutions to enable their enterprise monitoring systems, or they receive decryption capabilities as an embedded feature of their suppliers of those inspection tools.

OEMs:The manufacturers and suppliers of security and application monitoring systems that want or need to offer decryption as part of their solution sets, embedded or standalone, in order to deliver deep packet inspection capabilities and value to their customers. These include companies that make:

  • Next-GenerationFirewalls (NGFW)
  • Secure Web Gateways (SWG)
  • Secure Access Service Edge (SASE)
  • Intrusion Prevention Systems (IPS)
  • Intrusion Detection Systems (IDS)
  • Network Detection Systems (NDR)
  • Application Performance Monitoring (APM)
  • Network Packet Brokers (NPB) and dedicated decryption platforms

The traditional decryption marketplace is sized well over $1B and growing according to Gartner Group. And the industry that depends upon it is well in excess of $100B.

Today, Nubeva Sells SKI Technology to Manufactures of Security and Application Monitoring Systems

Nubeva’s initial market focus is to license SKI technology as embedded software into systems that use decryption today and that are losing capability due to TLS1.3 and advanced implementations of TLS. We offer SKI as a modular suite of software components to enable fast and easy integration into existing systems and architectures. Our customers choose SKI to restore or enhance product value and to accelerate sales and reduce their support costs. Nubeva tailors licensing programs to adapt into the OEM’s go-to-market pricing and business models consisting of upfront and annual recurrent software licensing fees and maintenance as well as royalties based on volume of deployment.

Nubeva’s business model is built on a repeatable, leveraged licensing model that does not require a substantial build-out of sales or marketing resources. This leverage-based strategy allows Nubeva to monetize SKI initially and establish upside as SKI technology is deployed into production around the world, all while using a common software base that requires little to no customization from customer to customer. Nubeva leverages the sales and marketing functions of our licensees thus dramatically reduces capital requirements to establish Nubeva technology in the industry.

Nubeva Has Expansion Opportunities

The company continues to monitor the larger end-user market to determine if and when it might pursue that opportunity. Further, Nubeva continues to invest research into alternate and adjacent uses of our intellectual property. Several areas of interest and potential are:

  • Decryption of other network protocols such as QUIC, DTLS, IPSEC, SSH, SMB
  • Decryption of Ransomware
  • Embedded use in IOT (Internet of Things)

3. Overall Performance

Operations for the year ended April 30, 2021 and up to the date of this MD&A

SKI Adoption is Accelerating:In June 2020 Nubeva closed its first OEM License contract for SKI with one of the world’s top cyber security companies. Since then, Nubeva entered into agreements with numerous global enterprises in the area of cybersecurity and network monitoring including, industry-leading network detection and response technology, a performance monitoring and analytics solution, cloud integrator, as well as a “tier-1” 5G/Telecom network operator to enable advanced network monitoring of core communications infrastructure.

Proven Customer Satisfaction:Existing OEM customers are reporting ease and speed of implementation and integration of SKI into their offerings. Satisfaction is high with the SKI technology itself as well as Nubeva support. Our licensees are validating positive responses from their customers as well as the value SKI capability brings to their sales growth.

Sales Pipeline Growth:At the time of this MD&A, Nubeva’s pipeline of engaged prospects is over three times the size of the prior year pipeline. Activity is accelerating across stages of the sales cycle from early prospect engagement to technical evaluations, deep proof of concepts, and contract pricing and negotiations for both service providers and early-adopter end users.

Product Maturation:Nubeva released extensive product enhancements over the year. Highlights include:

  • Successfully validated support for the upcoming Microsoft Windows Desktop and Server versions release,
  • Launched expanded support of AWS VPC Traffic Mirroring enabling further visibility in AWS,
  • Built upon expansive protocol and signature library growing the breadth of decryption capability and proving extensibility of Nubeva’s SKI technology into the future, and
  • Improved upon already market-leading performance and tuned product delivery capabilities to enable repeatability and flexibility of implementation of the product suite.

Launched Developer Program:To reduce the entry barriers and accelerate adoption, Nubeva launched its developer license program for its SKI. This program allows OEM prospects the ability to perform initial integrations, execute seamless proof of concepts and external demos of SKI’s decryption capability to their customer base before deeper OEM implementations and commitments. The program delivery model is customer-driven, requires no change to Nubeva’s support model, and is validated as an easy on-ramp for SKI adoption.

Milestones:

Product Development

  • In July 2021 Nubeva announced support for Windows 11 which is set to be released later in 2021.
  • In June 2021 Nubeva announced its initial support for Windows Server 2022. Nubeva plans to release support at the time of Microsoft’s system general availability. The public preview of Microsoft Windows Server 2022 was recently announced and will be delivered later this year. Security is the headline priority of Microsoft Systems, including the default use of

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Disclaimer

Nubeva Technologies Ltd. published this content on 04 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 22:22:04 UTC.

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Sales 2021 1,96 M

Net income 2021 -0,76 M

Net cash 2021 2,07 M

P/E ratio 2021 -78,9x
Yield 2021
Capitalization 45,5 M
45,5 M
EV / Sales 2020 10,6x
EV / Sales 2021 31,2x
Nbr of Employees
Free-Float 90,1%

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